LLC Registered-Agent and Registered-Office Requirements in Delaware

At a glance

Requirements one by one

Governing law and terminology

The Delaware Limited Liability Company Act, 6 Del. C. chapter 18, uses registered office and registered agent for service of process. Section 18-104 makes both continuous requirements, while § 18-105 supplies the direct and Secretary-of-State service routes.

Continuous designation duty

Under 6 Del. C. § 18-104(a), every LLC must “have and maintain” both a Delaware registered office and a registered agent. Section 18-201(a)(2) makes the office address and agent name/address part of the initial certificate of formation.

Eligible individual

An individual agent must reside in Delaware. The individual also must be generally present at a designated Delaware location often enough to accept process and perform the agent's functions.

If the individual serves more than 50 entities, § 18-104(f) treats the person as a commercial registered agent and adds a Delaware principal residence or place of business, business license, and normal-business-hours presence.

Eligible entity and self-service

Delaware expressly permits the LLC to serve as its own agent. It separately allows a domestic LLC, corporation, partnership—including an LLP, LP, or LLLP—or statutory trust. The foreign-entity list covers corporations, LLPs, LPs/LLLPs, LLCs, and statutory trusts, and § 18-104(e)(1)(b) requires a foreign entity agent to be authorized to transact business in Delaware.

Entity commercial agents serving more than 50 entities need a Delaware business license and an office generally open during normal business hours with an officer, director, or managing agent generally present.

Registered office, address, and hours

The agent's business office must be identical with the LLC's registered office. Section 18-104(k) requires the filed address to include street, number, city, and postal code, so a P.O. box alone is insufficient. The registered office need not be a place where the LLC conducts business.

For a noncommercial entity agent, the office must be generally open; an individual must be present sufficiently often to perform the role. The statute uses a defined normal-business-hours staffing rule for commercial agents.

Consent and initial filing

Under 6 Del. C. § 18-201(a), one or more authorized persons execute the certificate of formation. The filing states the registered-office address and registered-agent name/address. The current Act and official form do not require a separate agent acceptance or agent signature.

The Division of Corporations nevertheless tells a filer using someone other than the LLC itself to contact the selected agent and inform it of the intended appointment.

Change, resignation, and replacement

The LLC may file an authorized-person certificate of amendment changing only the registered office or agent. Under 6 Del. C. § 18-104(b), an agent may also file a blanket address or name change; filing changes each affected certificate of formation, and the agent must promptly deliver a copy to each LLC.

An agent can resign and appoint a successor in one filing, but each affected LLC must attach a ratification and approval. The successor takes over on filing.

Without a successor, the timing is two-stage. The agent gives the LLC written notice at least 30 days before filing the resignation. The resignation then takes effect 30 days after filing. If the LLC has not designated a new agent by that effective date, its certificate of formation is canceled.

Agent duties and service

Section 18-104(e) requires the agent to accept and forward process and other communications, forward the annual-tax statement or approved electronic notice, and comply with identity/contact-verification regulations. The LLC must give the agent a current natural-person communications contact under subsection (g).

An agent cannot perform the role solely through a virtual office, a mail- forwarding service, or both. Direct process under § 18-105(a) may reach a Delaware manager or agent personally, an individual manager's or agent's Delaware abode under the section's conditions, or the registered office or another Delaware business place of the LLC.

Lapse consequences and fallback service

A no-successor resignation cancels the certificate if the LLC does not replace the agent during the 30 days after filing. Once resignation is effective without a replacement, process goes to the Secretary of State under § 18-105.

Section 18-105(b) separately permits Secretary service whenever the serving officer cannot with due diligence use the direct methods in subsection (a). Secretary service is as effective as direct service. The Secretary promptly sends the LLC the papers using mail or courier service that records both mailing or deposit and delivery by recipient signature.

What trips people up

The office and agent address are the same place. Delaware does not permit a registered agent whose business office differs from the registered office.

A virtual office plus mail forwarding is not enough. Current § 18-104(e)(2) expressly rejects performing the role solely through those arrangements.

No-successor resignation has two 30-day periods. Notice precedes the filing by at least 30 days; effectiveness and the replacement deadline follow 30 days after filing. Missing the second deadline cancels the certificate.

Common questions

Can the Delaware LLC be its own registered agent? Yes. Section 18-104(a)(2)a expressly lists the LLC itself, but it still needs the qualifying Delaware office and availability.

Must every agent be present throughout normal business hours? Commercial agents have that express rule. A noncommercial entity office must be generally open, while an individual must be present sufficiently often to perform the role.

Does an absent agent prevent service? No. Due diligence opens the Secretary-of-State route, and resignation without replacement expressly shifts later service there.

Statutes and sources

• 6 Del. C. § 18-104 — continuous office/agent duty, eligibility, identical office, changes, resignation, availability, duties, communications contact, commercial-agent rules, cancellation, and address fields. https://delcode.delaware.gov/title6/c018/sc01/index.html (accessed 2026-07-27)
• 6 Del. C. § 18-105 — direct recipients and due-diligence Secretary-of-State service and forwarding. https://delcode.delaware.gov/title6/c018/sc01/index.html (accessed 2026-07-27)
• 6 Del. C. § 18-201 — authorized-person execution and initial registered- office and agent contents. https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-07-27)
• Delaware Division of Corporations formation and agent-change forms — live certificate fields, execution, and LLC-requested office/agent amendment. https://corpfiles.delaware.gov/LLC_Forms/LLC%20Formation.pdf (accessed 2026-07-27)
• Delaware Division of Corporations formation guidance — physical street address, self-service, and instruction to contact a selected outside agent. https://corp.delaware.gov/howtoform/ (accessed 2026-07-27)